Confidential Information Exchange Agreement - Software Development

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This is an agreement that allows a company to review and evaluate a developer's software while maintaining confidentiality. By reviewing and evaluating the software, the company agrees that any proprietary information it learns during the evaluation phase will remain confidential. The company agrees to ensure proper measures and safeguards are undertaken to protect the proprietary information. This document should be used by small businesses or other entities that engage in developing software and want their proprietary information to remain confidential.

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									This is an agreement that allows a company to review and evaluate a developer's
software while maintaining confidentiality. By reviewing and evaluating the software, the
company agrees that any proprietary information it learns during the evaluation phase
will remain confidential. The company agrees to ensure proper measures and
safeguards are undertaken to protect the proprietary information. This document should
be used by small businesses or other entities that engage in developing software and
want their proprietary information to remain confidential.
        CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT - SOFTWARE




THIS CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT is made as of ______
[Month] [____] Date, 20__, by and between _______________________ [Instruction: Insert name
of the party disclosing the confidential information] having its principal place of business at
______________________________________ [Instruction: Insert the address of information
discloser ] (“Developer”), and ___________________________ [Instruction: Insert name of the
party    receiving     the      confidential   information   ],   having    its   principal      office   at
______________________________________________ [Instruction: Insert the address of
information receiver] (“Receiver”) .




WHEREAS, Developer is engaged in the business of developing and marketing various types of
business software’s ("Software"); and




WHEREAS, Receiver desires an opportunity to review and evaluate the Software in consultation
with Developer and examining Proprietary Information of Developer and agrees to ensure proper
measures and safeguards to protect the Proprietary Information




NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, Developer and Receiver hereby agree as follows:




1. Purpose
    The parties hereto agree that the purpose of this Agreement is to protect the proprietary
    information only. Developer and Receiver are independent contractors and are not and shall not
    be construed as joint ventures, partners, employer/employee, or agents of the other and neither
    shall have the power to bind or obligate the other, except as set forth in this Agreement.



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2. Proprietary Information
    The term Proprietary Information shall include all information and data furnished by Developer to
    Receiver, whether in oral, written, graphic or machine-readable form, including but not limited to,
    designs, procedures, formulas, discoveries, inventions, improvements, concepts, and ideas, except
    such information and data as the parties agree in writing is not proprietary or confidential.
    Information made available to the general public shall not be considered to be Proprietary
    Information.




    Proprietary Information does not include Information which:

    a) is published or otherwise in the public domain through no fault of the receiving party; or


    b) can be demonstrated by the receiving party to have been in its possession prior to receipt
        under this agreement; or


    c) is obtained by the receiving party without restriction from a third party; or


    d) is independently developed by the receiving party by individuals who have not had either
        direct or indirect access to such information; or


    e) is disclosed by the receiving party to a third party with the written approval of the disclosing
        party without any restriction.


3. Non-Disclosure




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    a) All Confidential Information disclosed to Receiver shall be kept confidential by Receiver
        and treated with at least the same level of protection as Developer gives its own confidential
        information of similar nature, but no less than a reasonable level of protection. Developer
        shall promptly notify Receiver if it becomes aware of any unauthorized disclosure or use of
        the Confidential Information. It is agreed to by the Developer that all information disclosed by
        virtue of this Agreement is and will remain the property and proprietary information of the
        Developer.
    b) Receiver shall not disclose any portions of the Confidential Information to any third party or
        non-employee, including subcontractors, without the prior written consent of Developer.
        Receiver may disclose confidential information to its employees only to the extent necessary
        for the purposes of this Agreement. Receive shall inform all of its employees who have access
        to the Confidential Information that Receiver is bound by a Confidentiality Agreement
        concerning the Confidential Information, and shall enter into appropriate agreements with its
        employees to protect the Confidential Information from being disclosed.


    c) Receiver may not copy, summarize, take notes or otherwise condense or compile any of the
        Confidential Information, and may not authorize any other party to copy, summarize, take
        notes or otherwise condense or compile any of the Confidential Information, or make any
        commercial or personal use of any part of the Confidential Information except to the extent
        necessary for evaluation.


    d) Receiver agrees to use and store the Confidential Information in a manner that prevents
        unauthorized viewing and makes it accessible only to personnel to the extent necessary to
        carry out the purposes of this Agreement.


    e) Receiver will not make any reports, publications or give interviews concerning Confidential
        Information without Developer’s prior written consent.


4. Terms and termination [Instruction: Choose any one clause below]
    This Agreement may be terminated by the written agreement of both parties. In the event that
    either party shall be in default of its material obligations under this Agreement and shall fail to



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    remedy such default within ______ (__) [◊ Sixty (60)] days after receipt of written notice thereof,
    this Agreement shall terminate upon expiration of the ______ (__) [◊ Sixty (60)] days period.

                                                     Or




    This Agreement shall commence as of the Effective Date and shall continue in full force and
    effect for a period of _______ (___) [◊ Four (4)] year, and shall automatically renew for
    additional _______ (___) [◊ One (1)] year periods, unless either party provides written notice of
    non-renewal to the other party, not less than ______ (__) [◊ Sixty (60)] days period prior to the
    expiration of term. [Comment: Consider whether obligations of confidentiality should ever
    expire. Some trade secrets, such as the formula to Coca Cola, should never expire.]




5. Removal of Notices
    Receiver shall not remove any copyright or proprietary rights notice attached to or included in any
    Proprietary Information furnished by Developer. Receiver shall reproduce all such notices on any
    copies. All copies made by Receiver shall be also considered as Proprietary Information.




6. Use of Proprietary Information
    The Proprietary Information shall be used by Receiver for the sole purpose of evaluating the
    Software. It shall not be used in developing like Software either for internal or external use.
    Receiver shall not make the Proprietary information available for use by or for the benefit of any
    other party, whether or not for consideration.




7. Return of Information
    All Confidential Information of a Developer shall be and remain solely the property of the
    Developer. Upon request of the Developer, the Receiver shall promptly return or destroy all
    Confidential Information of the Developer furnished to it by or on behalf of the Developer,
    including all copies, memoranda and other writings or recordings prepared by the Receiver or its


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    Representatives based upon, containing or otherwise reflecting any Confidential Information.
    Any such destruction shall be confirmed in writing by the Receiver.              Any Confidential
    Information that is not returned or destroyed, including any oral Confidential Information, will
    continue to be kept confidential and subject to the terms of this Agreement.




    8. Injunctive Relief
        Receiver acknowledges that Developer will be irreparably harmed if Receiver’s obligations
        under this Agreement are not specifically enforced and that Developer would not have an
        adequate remedy at law in the event of an actual or threatened violation by Receiver of its
        obligations. Therefore, Receiver agrees that Developer shall be entitled to an injunction or any
        appropriate decree of specific performance for any actual or threatened violations or breaches
        by Receiver, its employees or agents without the necessity of Developer showing actual
        damages or that monetary damage would not afford an adequate remedy.




9. General Provisions
    a) Amendment and Modification: This Agreement sets forth the entire agreement between the
        parties with respect to the subject matter hereof, and may not be modified or amended except
        by written agreement executed by the parties hereto.


    b) Counterparts. This Agreement may be executed in several counterparts, each of which shall
        be an original, but all of which together shall constitute one and the same Agreement.


    c) No Assignment. This Agreement may not be assigned by the Receiver. The obligations of
        the Receiver under this Agreement shall not terminate upon any attempted assignment.



    d) Articles and Other Headings. The articles and other headings contained in this Agreement
        are for reference purposes only, and shall not affect in any way the meaning or interpretation
        of the terms of this Agreement.



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    e) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the
        remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.


    f) Governing Law: Forum: This Agreement shall be governed by the laws of the State of
        ____________________, applicable to agreements made and to be wholly performed therein



IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized representatives with full rights, power and authority to enter into and perform this
Agreement.




   For: DEVELOPER                                     For: RECEIVER




   Signed:________________________________ Signed:______________________________

   Name:                                              Name:

   Title:                                             Title:

   Date:                                              Date:




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